Security Terms
ALLSTYLES BUSINESS CONSULTANTS
Security Terms of Service
THE AGREEMENT
RECITALS
Allstyles Business Consultants is engaged in providing Security Services, its Business registration number is: 156735, Employer Identification Number is: 2065102 and Tax Payer Identification Number is 1000665573. Allstyles Business Consultants has complied with all the national and local laws regarding business permits, licenses, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Security Firm pursuant to this Agreement. Allstyles Business Consultants is or remains open to conducting similar tasks or activities for clients other than the Client and holds themselves out to the public to be a separate business entity.
The client desires to engage and contract for the services of the Allstyles Business Consultants to perform certain tasks as set forth below. Allstyles Business Consultants desires to enter into this Agreement and perform as an independent security firm for the client and is willing to do so on the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows:
1. TERMS
This Agreement shall be effective commencing on the date agreed on the agreement form, and shall continue until termination of the Security services by either party as otherwise provided herein.
2. STATUS OF CONTRACT
This Agreement does not constitute a hiring by either party. It is the parties’ intentions that Allstyles Business Consultants shall have an independent status and not be an employee for any purposes. Allstyles Business Consultants shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Client shall not be liable for any obligations incurred by Allstyles Business Consultants unless specifically authorized in writing. Allstyles Business Consultants shall not act as an agent of the Client, ostensibly or otherwise, nor bind the Client in any manner, unless specifically authorized to do so in writing.
3. TASKS, DUTIES, AND SCOPE OF WORK
Allstyles Business Consultants agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Protection of Property, Protection of People and Protection of Information]. The above mentioned services will be referred to in this Agreement as the “Scope of Work”. It is expected that the Scope of Work will be carried out effectively.
Allstyles Business Consultants shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Allstyles Business Consultants shall not be entitled to engage in any activities which are not expressly set forth by this Agreement.
The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the security firm at the firm’s principal place of business and open to inspection by the Client during regular working hours. Documents to which the Client will be entitled to inspect include, but are not limited to, any and all contract documents; change orders/purchase orders and work authorized by Allstyles Business Consultants or the Client on existing or potential projects related to this Agreement.
The firm is to provide security services at the client’s premises by protecting the property. In case of negligence by the client, the firm will not be held responsible for the loss. The firm takes responsibility to refund 20% of the cost if the client suffers any loss as a result of negligence of the security officer. The firm shall work as according to the agreement made between the client and the firm.
The security firm shall not in any way involve itself in any strike or riot of any kind while saving the client.
All keys should be kept by the authorized client’s personnel except in circumstances.
The client should make sure that at knock off time all necessary locks and openings are Locked/opened.
The firm will help the office in alerting them to sensitive areas or openings.
4. PAYMENTS
Allstyles Business Consultants shall be entitled to payments for performing those tasks and duties related to the Scope of Work as agreed in the agreement form. Such payments shall become due and payable to Allstyles Business Consultants in the time, place, and manner as agreed.
5. AGREEMENT TO WAIVE RIGHTS TO BENEFITS
Allstyles Business Consultants hereby waives and foregoes the right to receive any benefits given by the client to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to the Client, and is effective for the entire duration of Independent security agreement with the Client.
This waiver is effective independently of Allstyles Business Consultant’s employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other.
6. TERMINATION
This Agreement may be terminated by either party giving 30 days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement.
7. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION
Allstyles Business Consultants agrees not to disclose or communicate, in any manner, either during or after security’s agreement with the Client, information about the Client, its operations, clientele, or any other information, that relate to the business of the Client including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of The Client.
Allstyles Business Consultants understands that any breach of this provision, or that of any other Confidentiality and Non-Disclosure Agreement, is a material breach of this Agreement. To the extent Allstyles Business Consultants feels they need to disclose confidential information, they may do so only after obtaining written authorization from [an officer] of the Client.
8. NON-SOLICITATION
Allstyles Business Consultants shall not, during the Agreement and for a period of one year immediately following termination of this Agreement, either directly or indirectly, call on, solicit, or take away, or attempt to call on, solicit, or take away, any of the customers or clients of the Client on whom Independent Contractor called or became acquainted with during the terms of this Agreement, either for their own benefit, or for the benefit of any other person, firm, corporation or organization.
9. NON-RECRUIT
Allstyles Business Consultants shall not, during this Agreement and for a period of one year immediately following termination of this agreement, either directly or indirectly, recruit any of Clients’ employees for the purpose of any outside business.
10. RETURN OF PROPERTY
On termination of this Agreement, or whenever requested by the parties, each party shall immediately deliver to the other party all property in its possession, or under its care and control, belonging to the other party to them, including but not limited to, proprietary information, customer lists, trade secrets, intellectual property, computers, equipment, tools, documents, plans, recordings, software, and all related records or accounting ledgers.
11. EXPENSE ACCOUNTS
Allstyles Business Consultants and the Client agree to maintain separate accounts in regards to all expenses related to performing the Scope of Work. Allstyles Business Consultants is solely responsible for payment of expenses incurred pursuant to this Agreement unless provided otherwise in writing by [an officer] of the client. Allstyles Business Consultants agrees to execute and deliver any agreements and documents prepared by the client and to do all other lawful acts required to establish document and protect such rights.
12. WORKS FOR HIRE
Allstyles Business Consultants agrees that the Scope of Work, all tasks, duties, results and intellectual property developed or performed pursuant to this Agreement are considered “works for hire” and that the results of said work is by virtue of this Agreement assigned to the Client and shall be the sole property of the client for all purposes, including, but not limited to, copyright, trademark, service mark, patent, and trade secret laws.
13. LEGAL COMPLIANCE
Allstyles Business Consultants is encouraged to treat all clients’ employees, customers, clients, business partners and other affiliates with respect and responsibility. Allstyles Business Consultants is required to comply with all laws, ethical codes and client policies, procedures, rules or regulations, including those forbidding sex harassment, discrimination, and unfair business practices.
14. LICENSING, WORKERS’ SOCIAL SECURITY
Allstyles Business Consultants agrees to immediately supply the Client with proof of any licensing status required to perform the Scope of Work pursuant to this Agreement, Workers’ Social security where required by law upon request of the Client.
15. PERSONS HIRED BY ALLSTYLES BUSINESS CONSULTANTS
All persons hired by the security firm to assist in performing the tasks and duties necessary shall be the employees of Allstyles Business Consultants unless specifically indicated otherwise in an agreement signed by all parties. Allstyles Business Consultants shall immediately provide proof of Workers’ Social security covering said employees, upon request of the Client.
16. NOTICES
Any notice to be given hereunder by any party to the other may be affected either by personal delivery in writing, or by e-mail, registered or certified, postage pre‑paid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing in the introductory paragraphs of this Agreement, but each party may change their address by written notice in accordance with this paragraph. Notices delivered personally shall be deemed communicated as of actual receipt; mailed notices shall be deemed communicated as of five (5) days after mailing. Allstyles Business Consultants agrees to keep Clients’ current as to their business and mailing addresses, as well as telephone, facsimile, e-mail and phone numbers.
17. ATTORNEY'S FEES AND COSTS
If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements incurred both before and after judgment in addition to any other relief to which such party may be entitled.
18. MEDIATION AND ARBITRATION
Any controversy between the parties to this Agreement involving the construction or application of any of the terms, provisions, or conditions of this Agreement, shall on written request of either party served on the other, be submitted first to mediation and then if still unresolved to binding arbitration. Said mediation or binding arbitration shall comply with and be governed by the provisions of the [laws] unless the Parties stipulate otherwise. The parties shall each appoint one person to hear and determine the dispute and, if they are unable to agree, then the two persons so chosen shall select a third impartial arbitrator whose decision shall be final and conclusive upon both parties. The attorney’s fees and costs of arbitration shall be borne by the losing party, as set forth in paragraph 18, unless the Parties stipulate otherwise, or in such proportions as the arbitrator shall decide.
19. INDEMNIFICATION
Allstyles Business Consultants shall defend, indemnify, hold harmless, and insure Client from any and all damages expenses or liability resulting from or arising out of, any negligence or misconduct on Security Firm's part, or from any breach or default of this Agreement which is caused or occasioned by the acts of Allstyles Business Consultants. Allstyles Business Consultants shall insure that its employees and affiliates take all actions necessary to comply with the terms and conditions set forth in this Agreement. Allstyles Business Consultants shall name the client as an additional insured on all related insurance policies including workers compensation, and general liability.
20. CONTAINMENT OF ENTIRE AGREEMENT
This Agreement is an independent document and supersedes any and all other Agreements, either oral or in writing, between the parties hereto, except any Confidentiality, Trade Secret, Non-Compete, Non-Disclosure, Indemnification or Arbitration Agreement. This Agreement contains all of the covenants and Agreements between the parties, except for those set forth in any Confidentiality, Trade Secret, Non-Compete, Non-Disclosure, or Arbitration Agreement.
REPRESENTATION
Each party of this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party hereto, or anyone acting on behalf of any party hereto, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. Any modification of this Agreement shall be effective only if it is in writing, signed and dated by all parties hereto.
21. PARTIAL INVALIDITY
If any provision of this Agreement is held by a Court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way.
22. GOVERNING LAW
This Agreement shall be governed by, and construed under, the laws of the Republic of Zambia.
The parties hereto have executed this Agreement as of the day and year first above written.